--- title: "PDS Biotechnology agrees to sell $6,000,000 promissory note" url: "https://aibio.space/news/pds-biotechnology-agrees-sell-6-000-000-promissory-note/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-04-30" section: "Debt Financing" tickers: "NASDAQ:PDSB" source: "https://www.sec.gov/Archives/edgar/data/1472091/000114036126018464/ef20072168_8k.htm" summary: "The 10% note matures in twelve months and is sold to YA II PN, LTD. for $5,760,000. It comes with a warrant for 2,158,274 shares at $1.1824 a share." --- By the aibio.space news desk. Sources - [PDS Biotechnology Corporation 8-K (2026-05-01)](https://www.sec.gov/Archives/edgar/data/1472091/000114036126018464/ef20072168_8k.htm) [PDSB](https://aibio.space/companies/pds-biotechnology/) 2026-04-30 # PDS Biotechnology agrees to sell $6,000,000 promissory note Tickers [PDSB](https://aibio.space/companies/pds-biotechnology/) The 10% note matures in twelve months and is sold to YA II PN, LTD. for $5,760,000. It comes with a warrant for 2,158,274 shares at $1.1824 a share. ## Key facts - **Company**: PDS Biotechnology Corporation (NASDAQ: PDSB) - **News type**: Debt Financing - **Primary source**: [PDS Biotechnology Corporation 8-K (2026-05-01)](https://www.sec.gov/Archives/edgar/data/1472091/000114036126018464/ef20072168_8k.htm) *An empty boardroom with a long table. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The note PDS Biotechnology Corporation entered into a securities purchase agreement on April 30, 2026 with YA II PN, LTD., a Cayman Islands exempt limited company. The company agreed to sell a promissory note with an aggregate principal amount of $6,000,000, and a warrant to buy up to 2,158,274 shares of common stock at $1.1824 a share. The note is to be issued at closing for a purchase price of $5,760,000. The note matures on the twelve-month anniversary of closing and bears interest at 10% a year, payable monthly from the 60-day anniversary of closing. The company may redeem it at any time without a prepayment penalty. Beginning September 15, 2026, the holder may accelerate up to $1,600,000 of principal amortization payments, though no monthly payment may rise by more than $700,000. If the company does not pay an amount within five business days after it is due, the investor may convert the note at 95% of the lowest daily VWAP over the prior five trading days, or at 92% of the prior closing price, but never below 20% of the Nasdaq minimum price on the closing date. Conversion is capped at 4.99% beneficial ownership, and the note limits conversion shares to 19.99% of the company's outstanding common stock as of April 30, 2026 unless stockholders approve under Nasdaq rule 5635(d). Until the note is repaid, the company may not take on other indebtedness or liens without the investor's consent, apart from customary exceptions, and may not enter a variable rate transaction other than the sales agreement or one with the investor. PDS Operating Corporation, a wholly owned subsidiary, guarantees all of the company's obligations under the purchase agreement and the note. The warrant becomes exercisable six months after closing, runs for five years and carries the same 4.99% and 19.99% limits. ## Closing, the sales agent and the old debt Closing is expected on or around June 12, 2026, and the agreement ends if closing has not occurred by June 15, 2026. At closing the company will enter an at-the-market sales agreement with Yorkville Securities, LLC as sales agent, at a commission of three percent of gross sales proceeds. Before each installment date, 100% of net cash proceeds from those sales must be applied to the amortization payment due. The 8-K names no placement agent for the note or counsel, and it does not state how the company will use the note proceeds. A registration rights agreement requires a registration statement within 30 days after closing, and missing that deadline would be a default under the note. On the same day the company delivered a redemption notice electing to prepay in cash all of its Senior Secured Convertible Debentures, issued under a securities purchase agreement dated as of April 30, 2025 that names JGB Collateral LLC as collateral agent. The prepayment is 103% of the principal outstanding on June 12, 2026, plus accrued interest. On May 1, 2026 the company and its prior sales agents, B. Riley Securities, Inc. and H.C. Wainwright & Co., LLC, agreed to end the Amended and Restated At Market Issuance Sales Agreement dated August 13, 2024. The 8-K does not tie the new note to the debenture payment. ## The company The 10-K, filed March 30, 2026, describes PDS Biotechnology as a clinical-stage immunotherapy company. Its Versamune T cell activator is in development for cancer, alongside PDS01ADC, an IL-12 fused antibody drug conjugate. It began the VERSATILE-003 Phase 3 trial of PDS0101 in HPV16-positive first-line recurrent or metastatic head and neck squamous cell carcinoma in March 2025. The 10-K notes final topline survival data from the VERSATILE-002 Phase 2 trial but gives no survival figures. In October 2025 it requested a Type C meeting with the FDA on a proposed expedited pathway for VERSATILE-003. ## Losses and cash The 10-K reports research and development expense of $19.0 million for 2025, against $22.6 million for 2024, and a net loss of $34.5 million, against $37.6 million. Cash used in operations was $27.8 million in 2025, against $35.0 million in 2024. Year-end 2024 cash and cash equivalents were $41.7 million. The $5,760,000 purchase price compares with $27.8 million of cash used in operations in 2025. 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Cite as: aibio.space, "PDS Biotechnology agrees to sell $6,000,000 promissory note", 2026-04-30, https://aibio.space/news/pds-biotechnology-agrees-sell-6-000-000-promissory-note/